-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LORnDoSKRQTZM8y5PHpqtONpHXJTkWDM583oWHvuaNaJfhd1rHQ8GXt3J7lWdY3J Qi7yKNW7adli9N+d9grKAA== 0000895345-00-000242.txt : 20000421 0000895345-00-000242.hdr.sgml : 20000421 ACCESSION NUMBER: 0000895345-00-000242 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000420 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL SEMICONDUCTOR INC CENTRAL INDEX KEY: 0000040656 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 133575653 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-05442 FILM NUMBER: 605425 BUSINESS ADDRESS: STREET 1: 10 MELVILLE PARK ROAD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5168473000 MAIL ADDRESS: STREET 1: 10 MELVILLE PARK ROAD CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL INSTRUMENT CORP /DE/ DATE OF NAME CHANGE: 19920703 8-K 1 =========================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ----------------------------------- DATE OF REPORT: APRIL 20, 2000 DATE OF EARLIEST EVENT REPORTED: APRIL 20, 2000 GENERAL SEMICONDUCTOR, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-15442 13-3575653 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification incorporation or Number) organization) 10 MELVILLE PARK ROAD MELVILLE, NEW YORK 11747 (Address of principal executive offices) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (631) 847-3000 Item 5. Other Events. ------------ On April 20, 2000, the registrant issued the press release filed as Exhibit 99.1 hereto. Item 7. Financial Statements and Exhibits. --------------------------------- Exhibit Description ------- ----------- 99.1 Press Release issued April 20, 2000 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned hereunto duly authorized. Dated: April 20, 2000 GENERAL SEMICONDUCTOR, INC. By: /s/ Robert J. Gange ------------------------------------ Robert J. Gange Senior Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Description ------- ----------- 99.1 Press Release issued April 20, 2000 EX-99.1 2 Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: PAM JAMESON (631) 847-3169 GENERAL SEMICONDUCTOR REPORTS RECORD FIRST QUARTER SALES NET INCOME INCREASES 124% FROM YEAR EARLIER PERIOD MELVILLE, NY (APRIL 20, 2000)-GENERAL SEMICONDUCTOR, INC. (NYSE:SEM), a leading manufacturer of discrete semiconductors, today reported record sales for the quarter ended March 31, 2000 of $115.0 million, an increase of 18.6% from the $97.0 million for the first quarter of 1999. Operating income in the quarter was $18.9 million compared with $10.8 million in the comparable quarter of 1999, an improvement of 75.5%. Diluted earnings per share were $0.23 based on 49.6 million shares, compared with $0.12 and 36.8 million shares in the year earlier period, a per share improvement of 91.7%. The change in diluted shares reflects the issuance in December 1999 of $172.5 million 5 3/4% notes, convertible at $ 15.55 per share. On a sequential basis, sales in the first quarter increased 1.9% from the $112.8 reported for the fourth quarter of 1999. Operating income for the quarter was $18.9 million compared with $18.4 million in the December quarter, an increase of 2.7%. Orders were very strong from all regions, lead times lengthened, capacity utilization remained at 85% and average selling prices declined only 2.1% sequentially versus the 9.8% decline reported on a year-over-year basis. The Company's MOSFET product line was expanded and new design wins were reported in the computer market during the period. Since the initial launch of MOSFETs in December 1999, General Semiconductor has received orders for the product from a motherboard manufacturer, a laptop manufacturer and a distributor. "We are very encouraged by performance in the first quarter, traditionally our most challenging period. Based on unit volume gains, backlog, and continued strong order intake, we now expect sales in the year 2000 could be approximately 20% higher than the $417.1 million reported in 1999 with unit volume gains in the range of 20-25%," stated Ronald A. Ostertag, Chairman and Chief Executive Officer. "Indications are that trade inventories are well controlled and, as compared with earlier semiconductor cycles, business is well balanced with demand spread across end-markets and geographic regions. I am very encouraged by our progress in the development of low power MOSFETs. Over 60 customer qualifications on eight new products are currently in progress. We expect to introduce 12 additional new MOSFET products targeted at cellular and automotive applications during the second quarter of this year." General Semiconductor, Inc. is a market leader in the design, manufacture and distribution of discrete semiconductor components. The Company provides customers with a broad array of power management products including rectifiers, transient voltage suppressors, small signal transistors, diodes and MOSFETs. Its global customer base includes original equipment manufacturers, electronic distributors and contract equipment manufacturers. Key markets for its products include automotive, computers, consumer and telecommunications equipment. The information set forth above includes "forward-looking" information and, accordingly, the cautionary statements contained in Exhibit 99 to the Company's Form 10-K and Form 10-Q filings with the Securities and Exchange Commission are incorporated herein by reference. General Semiconductor's actual results could differ materially from the "forward- looking" information in this press release. VISIT GENERAL SEMICONDUCTOR ON THE WEB AT www.gensemi.com GENERAL SEMICONDUCTOR, INC. CONSOLIDATED INCOME STATEMENTS (UNAUDITED - IN THOUSANDS. EXCEPT PER SHARE INFORMATION) THREE MONTHS ENDED MARCH 31, ----------------------- 2000 1999 --------- ---------- NET SALES $114,970 $96,961 --------- ---------- OPERATING COSTS AND EXPENSES: Cost of sales 80,437 72,477 Selling, general and administrative 12,664 10,963 Research and development 1,674 1,460 Amortization of excess of cost over fair value of net assets acquired 1,285 1,286 --------- ---------- Total operating costs and expenses 96,060 86,186 --------- ---------- OPERATING INCOME 18,910 10,775 Other income (expense)-net 15 (58) Interest expense-net (5,305) (5,048) --------- ---------- INCOME BEFORE INCOME TAXES 13,620 5,669 Provision for income taxes (4,086) (1,417) --------- ---------- NET INCOME $9,534 $4,252 ========= ========== WEIGHTED AVERAGE SHARES OUTSTANDING: Basic 37,331 36,820 Diluted 49,612 36,844 EARNINGS PER SHARE: Basic $0.26 $0.12 Diluted $0.23 $0.12 GENERAL SEMICONDUCTOR, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands) (unaudited) March 31, December 31, 2000 1999 ------------ ------------ Cash $ 5,417 $ 2,586 Accounts receivable, less allowance for doutful accounts 67,820 63,246 Inventories 46,203 43,480 Other current assets 22,754 21,973 ------------ ------------ Total current assets 142,194 131,285 Total non-current assets 441,568 442,514 ------------ ------------ TOTAL ASSETS $583,762 $573,799 ------------ ------------ Total current liabilities $ 71,658 $ 66,564 ------------ ------------ Long-term debt 264,500 276,500 Other liabilites 97,748 99,353 ------------ ------------ Total non-current liabilities 362,248 375,853 ------------ ------------ Total liabilities 433,906 442,417 Total stockholders' equity 149,856 131,382 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $583,762 $573,799 ------------ ------------ GENERAL SEMICONDUCTOR, INC. CONSOLIDATED CASH FLOW (Unaudited - In Thousands) Three months ended March 31, --------------------------- 2000 1999 ------------ ------------ Income from operations $ 9,534 $ 4,252 Adjustments to reconcile to net cash provided by operating activities: Depreciation and amortization 7,358 6,740 Changes in assets and liabilities (2,916) (16,127) ------------ ------------ Net cash provided by operating activities 13,976 (5,135) Capital expenditures (6,750) (6,787) Net cash provided by financing activities (4,395) 11,000 ------------ ------------ Increase in cash 2,831 (922) Cash, beginning of period 2,586 3,225 ------------ ------------ Cash, end of period $ 5,417 $ 2,303 ============ ============ -----END PRIVACY-ENHANCED MESSAGE-----